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Trusteeship Magazine

Thorny Issue: Overly Scripted Board Meetings

By Charlene K. Reed
September/October
2012
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Your board chair and president want to make sure your meetings go smoothly and no unpleasant disagreements surface in the boardroom or in the press. Yet you know there are difficult issues that are not being discussed to the degree that they should be. How can you add value to your meetings by ensuring they are not overly scripted?

Recent governance failures have illustrated that a lack of transparency and communication, both within the board itself and with key stakeholders, can have significant and lasting consequences. So when the most spontaneous thing that happens at your meeting is when someone gets up for a cup of coffee, you may need some fresh ideas to avoid your meetings being overly scripted.

Here’s a few thoughts shared by colleagues, which range from some quick fixes to a complete overhaul of how your board conducts its business:

  • Create an annual work plan, which is strategic in nature and guides the formulation of agendas and, thus, the use of trustee time and engagement throughout the year.
  • Focus on the “big things” and use techniques such as consent agendas for routine action items, allowing trustees to fulfill fiduciary responsibilities without consuming scarce face time. Harvard professor and governance expert Richard Chait once cited another tool used by one higher education institution that I thought was clever: displaying committee reports on poster boards between sessions so trustees could view recommendations while walking around.
  • Re-examine structure to improve function. Take a hard look at all aspects of your meeting structure and format—committees, committee of the whole, executive session, informal sessions with guests, and of course, the business meeting. Engagement and due diligence occurs across those various sessions but public impressions often revolve only around the business meeting, where consent agendas and scripts rule. Given higher education’s many challenges, our board work will be judged as much on how effectively we communicate as on the results we achieve.
  • Program time for discussion. Wheaton College in Massachusetts, for example, uses break-out groups and reporting-out sessions to ensure open dialogue is in the meeting mix. Productive go-to topics include asking trustees and administrators to discuss WKUAN (what keeps them up at night) or updates on strategic goals.
  • Let your trustees do the talking. If information can be provided in advance, do it. When a new chair took over the Board of Regents of the University of California in 2011, she declared a moratorium on “show and tell” PowerPoint presentations, requiring staff to provide background items with sufficient detail in advance. Now, as each agenda item is raised, the vice president gives a momentary introduction and asks for questions. The move has given the board flexibility to reallocate time to one or two strategic discussion items.
  • Work with senior staff members to achieve your desired results. While it can be nerve-wracking for all involved to leave the safety net of a tight script and PowerPoint presentations, it also can be empowering and engaging for all involved. At Kent State, we require “dry runs” of all board presentations to manage time and content. A suggestion from Spelman College: more training for senior staff so all understand the dynamics and benefits of greater trustee engagement.
  • Embrace debate. The consequences of groupthink, valuing collegiality and efficiency over informed debate, and a lack of public process and due diligence are serious and may land boards and institutions in hot water. Insightful boards not only value debate, they require it. For example, in the past, the Oregon State University Foundation has designated a trustee as a “devil’s advocate” who is ever mindful and ready to raise questions, if necessary.

Reaching a good balance of structure without over-scripting requires a partnership of the president, the board, and the board professional. With the right attitude, and some proven techniques, you can help your institution leave the comfort zone of the highly scripted to a new, richer dynamic that enhances decision making, trustee satisfaction, and—most importantly—institutional performance.

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